Common use of Approval of Shareholders; Proxy Statement Clause in Contracts

Approval of Shareholders; Proxy Statement. (i) Seller shall cause a meeting of its shareholders (the "Seller's Shareholders Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting to approve the transactions contemplated by this Agreement (the "Seller Shareholders' Approval"). The Board of Directors of Seller shall recommend to its shareholders the approval of all such matters and shall use all reasonable efforts to obtain the approval of such shareholders; provided, however, that nothing herein shall require the Board of Directors of Seller to act, or refrain from acting, in any manner that it may determine, after consultation with its outside counsel, to be necessary to the proper discharge of the directors' fiduciary duties to its shareholders. In the event that the Seller Shareholders' Approval is not obtained on the date on which the Seller's Shareholders Meeting is initially convened, the Board of Directors of Seller agrees to adjourn such Seller's Shareholders Meeting at least twice for the purpose of obtaining the Seller Shareholders' Approval and to use its best efforts during any such adjournments to obtain the Seller Shareholders' Approval, unless failure to obtain the Shareholders' Approval is caused by the holders of a majority of outstanding shares of Seller Common Stock voting against the approval of the transactions contemplated by this Agreement. (ii) In connection with Seller's Shareholders Meeting, Seller shall prepare and file a preliminary proxy statement relating to the transactions contemplated hereby (the "Preliminary Proxy Statement") with the SEC, and Seller shall use its best efforts to respond to the comments of the SEC and to cause a definitive proxy statement (the "Definitive Proxy Statement") to be mailed to its shareholders, all as soon as reasonably practicable. Seller shall notify Purchaser as soon as reasonably practicable of the receipt of any comments from the SEC and of any requests by the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and shall as soon as reasonably practicable supply to Purchaser copies of all correspondence between it or its representatives and the SEC or members of its staff with respect to the Preliminary Proxy Statement or the Definitive Proxy Statement. If at any time prior to Seller's Shareholders Meeting, any event should occur relating to Seller, any of the Subsidiaries, Purchaser, their respective officers or directors or otherwise, which should be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, the first party learning of such event shall promptly notify the other, and Seller, with Purchaser's reasonable cooperation, shall thereupon promptly prepare and mail such amendment or supplement. Anything to the contrary contained herein notwithstanding, Seller shall not (except to the extent required by law) include in its Preliminary Proxy Statement or Definitive Proxy Statement any information with respect to Purchaser, or any of its officers, directors, affiliates or associates, or Purchaser's plans or intentions, the form and content of which shall not have been approved by Purchaser prior to such inclusion, such approval not to be unreasonably withheld.

Approval of Shareholders; Proxy Statement. (i) Seller shall cause a meeting of its shareholders (the "Seller's Shareholders Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting to approve the transactions contemplated by this Agreement (the "Seller Shareholders' Approval"). The Board of Directors of Seller shall recommend to its shareholders the approval of all such matters and shall use all reasonable efforts to obtain the approval of such shareholders; provided, however, that nothing herein shall require the Board of Directors of Seller to act, or refrain from acting, in any manner that it may determine, after consultation with its outside counsel, to be necessary to the proper discharge of the directors' fiduciary duties to its shareholders. In the event that the Seller Shareholders' Approval is not obtained on the date on which the Seller's Shareholders Meeting is initially convened, the Board of Directors of Seller agrees to adjourn such Seller's Shareholders Meeting at least twice for the purpose of obtaining the Seller Shareholders' Approval and to use its best efforts during any such adjournments to obtain the Seller Shareholders' Approval, unless failure to obtain the Shareholders' Approval is caused by the holders of a majority of outstanding shares of Seller Common Stock voting against the approval of the transactions contemplated by this Agreement. (ii) In connection with Seller's Shareholders Meeting, Seller shall prepare and file a preliminary proxy statement relating to the transactions contemplated hereby (the "Preliminary Proxy Statement") with the SEC, and Seller shall use its best efforts to respond to the comments of the SEC and to cause a definitive proxy statement (the "Definitive Proxy Statement") to be mailed to its shareholders, all as soon as reasonably practicable. Seller shall notify Purchaser as soon as reasonably practicable of the receipt of any comments from the SEC and of any requests by the SEC for amendments or supplements to the Preliminary Proxy Statement or the Definitive Proxy Statement or for additional information, and shall as soon as reasonably practicable supply to Purchaser copies of all correspondence between it or its representatives and the SEC or members of its staff with respect to the Preliminary Proxy Statement or the Definitive Proxy Statement. If at any time prior to Seller's Shareholders Meeting, any event should occur relating to Seller, any of the Subsidiaries, Purchaser, their respective officers or directors or otherwise, which should be set forth in an amendment of, or a supplement to, the Definitive Proxy Statement, the first party learning of such event shall promptly notify the other, and Seller, with Purchaser's reasonable cooperation, shall thereupon promptly prepare and mail such amendment or supplement. Anything to the contrary contained herein notwithstanding, Seller shall not (except to the extent required by law) include in its Preliminary Proxy Statement or Definitive Proxy Statement any information with respect to Purchaser, or any of its officers, directors, affiliates or associates, or Purchaser's plans or intentions, the form and content of which shall not have been approved by Purchaser prior to such inclusion, such approval not to be unreasonably withheld.